On May 24, 2022, the SPYR, Inc. entered into a material debitive agreement (“MDA”) not made in the ordinary course of business. The parties to the MDA are the SPYR and JanOne, Inc., a Nevada corporation (“JanOne”). There was no material relationship between the SPYR and JanOne other than in respect of the material definitive agreement.

Pursuant to the terms of the MDA, JanOne agreed to sell, and the SPYR agreed to buy and assume, all legal right, title, and interest to all of the assets, and none of the liabilities, of JanOne's wholly owned subsidiary, GeoTraq, Inc. (“GeoTraq”), including but not limited to, all accounts receivable, inventory, 13,500 work in process inventory chipsets, 170 completed IOT tracker modules, equipment, machinery, tools, rights under existing warranties, indemnities and insurance benefits, books, records all goodwill and all intellectual property, including an issued patent associated with GeoTraq. GeoTraq, Inc. develops and manufactures entirely self-contained and ultra-small Mobile IoT (Internet of Things) modules for asset tracking, location-based services, and sensor modules for remote monitoring. The modules are plug-and-play and include turnkey connectivity to cloud services via GeoTraq's proprietary cloud-based “WebTraq” platform.

GeoTraq's mission is to provide “Simple IoT” at a low cost, with ease of deployment, ease of use, and plug-and-play functionality with no product development required of the customer. The aggregate consideration for the asset purchase is $13,500,000, consisting of the Registrant's issuance of 30,000,000 shares of unregistered restricted common stock to JanOne, and a convertible promissory note (“Note”) in the amount of $12,600,000. The Note accrues interest at 8% per annum, which is agreed to be paid in issuances of restricted common stock quarterly while the Note is outstanding, subject to a beneficial ownership limitation of 9.99% after giving effect to the issuance of restricted common stock.

The maturity date is May 24, 2027. There is no prepayment penalty.